This confidential private placement memorandum has been prepared solely for the benefit of prospective investors interested in the private placement offered hereby and is for the use of, and only constitutes an offer to, the prospective investor whose name appears only on the investment agreement of the company. This document must not be issued, circulated or distributed other than to a limited number of persons who have requested such document. The information contained herein is confidential. Each prospective investor, by accepting delivery of this private placement memorandum, agrees to use it and all related documents or information furnished to or received by such prospective investor solely for the purpose of deciding whether to accept the offer mentioned in the presentation and to return this memorandum and such other documents or information to the company upon demand prior to making an investment. Each offeree has the opportunity to ask questions of and receive answers from the company concerning the terms and conditions of the private placement, and to obtain any additional information to the extent that the company possesses such additional information or can acquire it without unreasonable effort or expense. In making an investment decision investors must rely on their own examination of the company and the terms of the private placement, including the merits and risks involved. Offerees are not to construe the contents of this memorandum or any prior or subsequent communications from the company or its agents as legal or tax advice. Each offeree should consult his or her own counsel and accountant as to legal and tax matters and other matters concerning an investment in the investment offered.